Easily the most enjoyable part about analysing the proposed merger of Allen & Overy and Shearman & Sterling has been hearing the reactions of leaders at peer firms around the City on the video featuring senior partners Wim Dejonghe and Adam Hakki on the new A&O Shearman website.
Hot-take reactions from the c-suite around the Square Mile have been telling and often amusing. Says one US firm leader: ‘It’s clearly not a merger, is it? It’s a takeover of Shearman by A&O, isn’t it?’ That is a point echoed by many, and it certainly does feel like A&O’s Dejonghe is in the driving seat of what is undeniably a very slick pitch, even if it does at times look like Hakki is in a hostage situation with Stockholm Syndrome.
Indeed, the fact that the announcement is conveyed in the language of dealmaking is not lost on most, as another US leader remarks: ‘This has been presented to appeal to the partners of both firms because it looks like a proper M&A deal. It’s the same language – “subject to customary closing conditions,” and with a financial adviser and independent legal advisers. That has to be part of the strategy to win the voters over. They are all shareholders.’
Several sources have noted surprise that the deal was announced before the vote this summer, which would require 75% of the partners at both firms to get behind the deal. Clearly, there are dangers in assuming this is a fait accompli and it might be worth the firms lowering that high threshold if they haven’t already, as one London managing partner suspects they have.
That commentator also cynically points to the staggering amount of times Dejonghe and Hakki insist this transaction is all about the clients (you could play a dangerous drinking game for every time they mention ‘clients’) but let’s look at the real motivations behind this deal.
The numbers are compelling enough to make even the most hard-bitten sceptic concede that this merger must happen, for the sake of both firms. The tie-up would see 3,900 lawyers operating across 49 offices and generate around $3.4bn in combined revenues, putting A&O Shearman fourth in the current Global 100 table, between DLA Piper and Baker McKenzie.
However, revenue per lawyer would be $872,000 – less than RPL at A&O and Shearman separately ($1.1m and $1.4m respectively) and over $1m per lawyer less than both Kirkland and Latham and significantly less than many of what might be considered ‘global elite firms.’
But profits are aligned, with PEP at A&O $2.7m, while the average partner at Shearman is taking home around $3m. This means that full financial integration, the thorn in the side of many a law firm merger, will be much easier to pull off, especially as the firms have agreed on a compensation model that moves A&O further away from a pure lockstep, a process that has been in train for about a decade.
Indeed, A&O voted through reforms as recently as 2020 in a bid to increase rewards for star performers even as the assault from US competitors continued to take its toll on London’s big four international firms.
Many commentators point to the strong pedigrees both firms have in their home markets, and this is evident in the data. In the US, A&O Shearman has the potential to enjoy top-tier rankings in The Legal 500 for securities litigation and project finance, and second tier rankings in key areas such as antitrust, disputes, capital markets and tax. However, for M&A (large deals) the firm would only be ranked in the third tier, tier five for restructuring, and would not be ranked at all for private equity.
The UK rankings would be much stronger. Tier one rankings would abound in numerous areas within finance, as well as restructuring, TMT and energy, while tier two rankings would apply to commercial litigation, big-ticket M&A and tax. Crucially, A&O Shearman would also be in the chasing pack for private equity.
You have to hand it to Dejonghe for not allowing his US merger imperative to be thwarted by the whimpering end to the merger talks with O’Melveny & Myers in 2019. If anything, that experience will mean that a lot of the hard yards have already been done to prime the partnership for what, don’t forget, would be only the second US merger for a Magic Circle firm ever (if Clifford Chance’s disaster-strewn takeover of Rogers & Wells 20 years ago really counts).
While one London managing partner damns the combination with faint praise: ‘It would be wrong to write this off as a hopeless or desperate merger,’ they have a point. These two firms have come of age and grown stronger with the battle scars, not least those born by Shearman after its damaging failed merger talks with Hogan Lovells, which prompted a string of high-profile exits in recent months.
As we pointed out when the O’Melveny talks collapsed, the only transatlantic deal that the Magic Circle globalists were ever going to strike was with a firm in decline. Shearman is certainly that, which is the reason it has swallowed its pride to countenance this deal at all.
We have known for some time that, with the insidious creep of thrusting US firms in the City, the term Magic Circle was becoming obsolete. Now it can safely be said that A&O Shearman heralds the death knell of the Magic Circle. It’s extremely difficult to imagine how Clifford Chance, Freshfields or Linklaters can meaningfully respond to this, a deal which would place A&O on the trajectory to becoming the world’s top UK-based law firm.
While there is clearly much to be done in terms of financial due diligence and the ironing out of issues relating to Shearman’s pension liabilities, time will be of the essence. A long courtship never works, so Dejonghe and Hakki would be well advised to work quickly on getting buy-in from rainmakers and locking them in as soon as possible, while not dragging their feet on the vote. Once the stars are aligned, the rest will inevitably fall into place.
A merger of two historic brands does not create a market leader overnight, but it is heartening to see that Dejonghe and Hakki are addressing the problems posed by market forces with the only viable solution. Let’s hope it works this time around.
nathalie.tidman@legalease.co.uk
